NEW YORK, NY

TYSONS C O R N E R . VA

L O 5 ANGELES, CA

CHICAGO, I L

S T A M F O R D , CT

PARSIPPANY, N J

- BRUSSELS, BELGIUM

H O N G KONG

AFFILIATE OFFICES

BANGKOK. THAILAND

JAKARTA, I N D O N E S I A

MANILA, THE P H I L I P P I N E S

MUMBAI , INDIA

TOKYO, J A P A N

VIA FEDERAL EXPRESS

K E L L E Y D R Y E & W A R R E N LLP

A LIMITED LIABILITY PARTNERSHIP

1200 1 9 T H STREET, N.W.

S U I T E 500

W A S H I N G T O N , D.C. 20036

Thomas M. Dorman, Executive Director Kentucky Public Service Commission 2 1 1 Sower Boulevard Frankfurt, Kentucky 40602-06 15

(202) 955-9600

July 3, 2002

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Re: Notice of Intent By Xspedius Management Co. Switched Services, LLC Transact the Business of an Interexchange Service Provider in the Commonwealth of Kentucky

Dear Mr. Dorman:

On June 17,2002, Xspedius Management Co. Switched Services, LLC (“Xspec filed with the Kentucky Public Service Commission (“Commission”) the above-referenced Noti Intent to Transact the Business of an Interexchange Service Provider in the State of Kentucky. I request of Commission Staff, please find attached for filing in this proceeding the Adoption Not Xspedius for all tariffs and supplements of ACSI Local Switched Services, Inc., d/b/a espire, cc the rates, rules and regulations pursuant to which Xspedius will provide facilities-based and resc interexchange services between points in the Commonwealth of Kentucky.

Enclosed please find ten (IO) copies of this filing, a duplicate and a self-address stamped envelope. Please date-stamp the duplicate upon receipt and return it in the envelope prl Please feel free to contact me at (202) 887-121 1 if you have any questions regarding this filing.

Respectfully submitted,

bmn3neCdil- Brett Heather Freedson

Attachments

‘ACSI M I LE

2 ) 955-9792

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P.S.C. Ky. Adoption Notice No.

ADOPTION NOTICE

The undersigned Xspedius Management Co. Switched Services,

O’Fallon, Missouri hereby adopts, ratifies, and makes its own, in every respec

same had been originally filed and posted by it, all tariffs and supplements c

rates, rules and regulations for furnishing facilities-based and resold inten

service between various locations in the Commonwealth of Kentucky, filed by t

Service Commission of Kentucky by ACSI Local Switched Services, Inc., d/b/

of 131 National Business Parkway, Suite 100, Annapolis Junction, Maryland 21

in effect on the day of 1 20-l the date

the public service business of the said ACSI Local Switched Services, ir

e.spire, was taken over by it.

This notice is issued on the 3rd day of July, in conformity with Kk

Section 11, of the Regulations for the filing of Tariffs of Public Utilities with ti

Service Commission of Kentucky.

By:

Brett Heather Freedson

Counsel for Xspedius Management Co. Switched

Authorized by Ky.P.S.C. Order No.

DCOl/FREEB/189161.1

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1200 ISTH STREET, N.W

NEW YORK, NY S U I T E 500 TYSONS C O R N E R , V I

L O 5 ANGELES, CA

CHICAGO, IL

S T A M F O R D , CT

PARSIPPANY, N J

- BRUSSELS. BELGIUM

H O N G KONG

- AFF l Ll ATE OFF ICES

BANGKOK, THAILAND

JAKARTA, INDONESIA

MANILA, THE P H I L I P P I N E S

M U M B A I , INDIA

TOKYO. J A P A N

W A S H I N G T O N , D.C. 20036 ( i

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(208) 955-9600

DIREC

E M A I L I

June 17,2002

Thomas M. Dorman Executive Director Kentucky Public Service Commission 21 1 Sower Boulevard Frankfurt, Kentucky 40602-061 5

Re: Notice of Intent by Xspedius Management Co. Switched Services, I Transact the Business of an Interexchange Service Provider in the ; Kentucky

Dear Mr. Dorman:

Enclosed for filing with the Public Service Commission of Kentucky, please fir original and ten (10) copies of the Notice of Intent of Xspedius Management Co. Switched Serv to Transact the Business of an Interexchange Service Provider in the State of Kentucky.

Enclosed please also find a duplicate of this Notice and a self-addressed, stampc envelope. Please date-stamp the duplicate upon receipt and return it in the envelope provided. 1 not hesitate to contact me at (202) 887-121 1 if you have any questions regarding this filing.

Respectfully submitted,

Brett Heather Freedson

Enclosures

ACSIMILE

?) 955-9792

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BEFORE THE KENTUCKY PUBLIC SERVICE COMMISSION

nCiBLjC

Notice of Intent By 1 )

Xspedius Management Co. ) Docket No. Switched Services, LLC )

1 To Transact the Business of ) An Interexchange Service Provider ) in the State of Kentucky )

NOTICE OF INTENT TO PROVIDE SERVICE

In accordance with the Kentucky Public Service Commission’s Order in Exempt

Interexchange Carriers, Long Distance Resellers, Operator Service Providers and Custoi

Owned, Coin-Operated Telephones, Administrative Case No. 359 (June 21 , 1996), Xspt

Management Co. Switched Services, LLC (“Xspedius” or “Company”) respectfully sub

Notice of Intent to provide facilities-based and resold interexchange services in the

Commonwealth of Kentucky (“Notice”).’ In support of this Notice, Xspedius submits t:

following information:

I. NAME AND ADDRESS OF THE COMPANY

The complete name and address of the Company are:

Xspedius Management Co. Switched Services, LLC P.O. Box 1116 O’Fallon, Missouri 63366-1 116

Xspedius is not yet providing regulated telecommunications services in any juri: Xspedius is in the process of acquiring the assets and customer base of ACSI Lo Switched Services, Inc., d/b/a e.spire. A Notification of this transaction has bee] with the Commission under separate cover.

1

DCOl/FREEB/187 100.1 1

.ius

its this

iction. 31 filed

11.

111.

IV.

CERTIFICATE OF FORMATION

Xspedius is a limited liability company formed under the laws of the

A copy of the Company’s Certificate of Formation is attached 1 Delaware.

Exhibit A .

CONTACT INFORMATION

For immediate personal assistance, customers may contact Xspedius, toll

1-800-937-7473.

All regulatory issues and customer complaints may be directed to the foll

designated representative of Xspedius:

Chad Pifer, Esq. Director of Regulatory and Legal Affairs XSPEDWS MANAGEMENT Co. SWITCHED SERVICES, LLC 901 Lakeshore Drive, Floor 2 Lake Charles, Louisiana 70601

The designated contacts for all inquiries regarding this Notice are:

Brad E. Mutschelknaus, Esq. Enrico C. Soriano, Esq. Brett Heather Freedson, Esq. KELLEY DRYE & WARREN LLP 1200 Nineteenth Street, N.W., Suite 500 Washington, D.C. 20036 Tel. (202) 955-9600 Fax (202) 955-9792

NOTARIZED STATEMENT

A notarized statement by an officer of Xspedius is appended hereto as EJ

The company has not provided or collected for intrastate service in Kentucky prj

filing this Notice.

2 DCOl/FREEB/I 87100.1

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SERVICE TO AGGREGATORS

The Company does not seek to provide operator-assisted services to traffi

aggregators.

PROPOSED TARIFF

A copy of the Proposed Tariff for facilities-based and resold interexchani

services provided by Xspedius Management Co. Switched Services, LLC is appe

hereto as Exhibit C. This Tariff is submitted to become effective thirty (30) day

the date of this Notice.

Respectfully submitted,

By: 0- Brad E. Mutschelknaus, Esq. Enrico C. Soriano, Esq. Brett Heather Freedson, Esq. KELLEY DRYE & WARREN LLP 1200 Nineteenth Street, N.W., Suite 500 Washington, D.C. 20036 Tel. (202) 955-9600 Fax (202) 955-9792

Dated: June 17,2002

3 DCOl/FREEB/187100.1

EXHIBIT A

CERTIFICATE OF FORMATION

DCOI/FREEB/187 100.1

The 3irst State

I, HAXRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STA'

DELAWARE, DO HEFCEBY CERTIFY THE ATTACHED IS A TRUE AND CORR:

COPY OF THE CERTIFICATE OF FORMATION OF "XSPEDIUS MANAGEI'-?€N'

SWITCHED SERVICES, LLCii , PILED IN TEIS OFFICE ON THE THIPJ)

OF JUNE, A.D. 2002, AT 9 O'CLOCK A.M.

&Ab% Harriet Smith Windsor. Secrecarf of Sate

353,2220 6100 AUTHENTICATION: 181038

020355213 DATE: 06-04-

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STATE OF U€

DIVISION OF CO€ FIiED 09: 00. Nl

020355273 -

SECRE~ARY 01

.

F l n t The name ofthe limjkd liability campnny is Xcpediua Hana-rnent co. Svicchsd services, LLC - Second: The ad&= a f h rcgigtcrtd offiic in the Sate ofDeLaNllaK is 2711

C e n t d l l e Road Suite 4 0 0 i n t h e ~ o f VillTdngKon, DE 1380

The riame of its Registerrxi appnt at rmch address i6

Corporation Service Comgany

T W - (Vre thisparupph only ifrhe company is tu ~ L W C a spcc$c ef l i lve dc

d i s d & ~ ) ‘The Iarcst dnb, on which the limited liability company is to diseolvc I,

NAME: sballi T. clark .Type OT Print

.- .-- L O O i T i i PT9 SY

EXHIBIT B

NOTARIZED STATEMENT

DCOI/FREEB/I 87100.1

VERIFICATION OF MARK W. SENDA

I, Mark W. Sen&, being duIy sworn upon oath, do hereby deposc and state as fc

1. My name is Muk W. Senda. I am employcd by Xspedius Management (

(“Xspedius”) as Chief Executive OKlcer. My business address is Xspedius Manager

LLC, P.O. Box 1116, O’Fallon, MO 63366-1116. I am authorized by Xspedius ti3 1

Verification on its behalf.

2. I declare that I have read the foregoing document and h a t che facts and ar

stated therein are true to the best of-my knowledge, information, and belief.

SUBSCRIBED AND SWORN TO BEFORE ME this 14 dayof h e ,

&&h I , -

Notary Public

DCOlISOP.Wl8G9 12.1

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matters

NEW YORK, NY

TYSONS CORNER, VA

LOS ANGELES, CA

CHICAGO, IL

STAMFORD, CT

PARSIPPANY. NJ

KELLEY D R Y E & WARREN LLP

A LIHITr.0 LIAEllCITI CIRTNTRSHIP

1200 1 9 T H STREET, N . W .

S U I T E 500

WASHINGTON, D.C. 20036 -

(202) 955-9600

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BRUSSELS, eELGlUM

HONG KONG

AFFIL IATE OFFICES

BANGKOK. THAILAND

JAKARTA, INDONESIA

MANILA, THE PHILIPPINES

MUMBAI. INDIA

TOKYO, JAPAN

June 17,2002

VIA FEDERAL EXPRESS

Mr. Thomas M. Dorman, Executive Director Kentucky Public Service Commission 21 1 Sower Boulevard Frankfurt, Kentucky 40602-061 5

RECEIVE

Re: Notification of ACSI Local Switched Services, Inc., d/b/a e.spire, American Communication Services of Lexington, Inc., d/b/a e.spire, American Communication Services of Louisville, Lnc., d/b/a espire; Xspedius Management Co. Switched Services, LLC Xspedius Management Co. of Lexington, LLC, and Xspedius Management Co Louisville, LLC of the Transfer of Substantially All of the Assets, Including Customer Contracts, of the e.spire Operating Entities to tht Xspedius Operating Entities and the Discontinuance of Telecommunications Services in Kentucky by the e.spire Operating Entities

Dear Mr. Dorman :

ASCI Local Switched Services, Inc. (“ACSI Local”), American Communic: Services of Lexington, h c . (“ACSI Lexington”), and American Communication Services a Louisville, h c . (“ACSI Louisville”) (the “espire Operating Entities”); and Xspedius Management Co. Switched Services, LLC (“Xspedius Switched”), Xspedius Management 1

Lexington, LLC (“Xspedius Lexington”), and Xspedius Management Co. of Louisville, LL (the “Xspedius Operating Entities”) (collectively, the “Parties”), through their undersigned counsel, hereby respectfully notify the Kentucky Public Service Commission (“Commissio their intent to consummate a transaction arising out of the e.spire Operating Entities’ Chap1

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Mr. Thomas M. Dorman, Executive Director Kentucky Public Service Commission Page Two

of their assets to the Xspedius Operating Entities,2 and to transfer the current customers of Local, ACSI Lexington, and ACSI Louisville to Xspedius Switched, Xspedius Lexington, Xspedius Louisville, respectively, without interruption of service. Because the Xspedius Operating Entities will acquire the assets of the e.spire Operating Entities, and not the stocl upon completion of the transaction described herein, the espire Operating Entities no long provide telecommunications service in the State of Kentucky. Accordingly, the e.spire Operating Entities respectfully notify the Commission of their intent to discontinue the pro of telecommunications service in the State of Kentucky upon the complete transfer of their assets, including their customer accounts and contracts, to the Xspedius Operating Entities

Pursuant to the terms of the transaction approved by the Bankruptcy Court (

June 5, 2002 (the “Transaction”), the Xspedius Operating Entities will acquire substantiall: the assets of the e.spire Operating Entities, including most of their customer accounts and ~ont rac ts .~ By separate Applications, which are being filed simultaneously with this letter,

As the transaction is currently structured, the relevant assets will be initially transfe Xspedius Management Co., LLC, and then immediately transferred to the Xz Operating Entities.

2

The e.spire entities that are parties to the asset transfer transaction are: e.spire E Corporation; ACSI Network Technologies, Inc.; e.spireDATA, Inc.; ACSI Switched Services, Inc.; ACSI Long Distance, Inc.; e.spire Leasing Corpc American Communication Services of Albuquerque, Inc.; American Commun Services of Amarillo, Inc.; American Communication Services of Atlanta, Inc.; An Communication Services of Austin, Inc.; American Communication Services of Rouge, Inc.; American Communication Services of Birmingham, Inc.; Ax Communication Services of Charleston, Inc.; American Communication Serv Chattanooga, Inc.; American Communication Services of Colorado Springs American Communication Services of Columbia, Inc.; American Commur Services of Columbus, Inc.; American Communication Services of Corpus Chris American Communication Services of Dallas, Inc.; American Communication S of D.C., Inc.; American Communication Services of El Paso, Inc.; Ar Communication Services of Fort Worth, Inc.; American Communication Serv Greenville, Inc.; American Communication Services of Irving, Inc.; Ar Communication Services of Jackson, Inc.; American Communication Servi Jacksonville, Inc.; American Communication Services of Kansas City, Inc.; Ar Communication Services of Las Vegas, Inc.; American Communication Serv Lexington, Inc.; American Communication Services of Little Rock, Inc.; AI Communication Services of Louisiana, hc . ; American Communication Serv Louisville, Inc.; American Communication Services of Maryland, Inc.; AI Communication Services of Miami, Inc.; American Communication Services of Inc.; American Communication Services of Montgomery, lnc.; Communication Services of Pima County, Inc.; American Communication Rio Rancho, Lnc.; American Communication Services of Roanoke, Inc.; Communication Services of San Antonio, Inc.; American Communication Savannah, Inc.; American Communication Services of Shreveport, Inc.; Communication Services of Spartanburg, Inc.; American Communication

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Mr. Thomas M. Dorman, Executive Director Kentucky Public Service Commission Page Three

Xspedius Switched, Xspedius Lexington, and Xspedius Louisville have requested the necesxry authorizations to provide facilities-based and resold local exchange and interexchange telecommunications services in Kentucky, and, will provide such services to the former customers ACSI Local, ACSI Lexington, and ACSI Louisville pursuant to the new authorizations. The actual date for the transfer of customers currently served by the e.spire Operating Entities to the Xspedius Operating Entities cannot be determined at this time, as completion of the Transaction requires various state and federal regulatory approvals. Accordingly, the Parties will notify the Commission when the transaction is complete. In the interim, the e.spire Operating Entities will provide continuous and uninterrupted telecommunications service to their current customers.

It is the Parties’ understanding that no formal Commission approval is requirzd complete the Transaction described in this letter. The Parties therefore submit this letter for Commission’s information and request that it be retained in the appropriate file.

t i e

to the

1. PARTlES TO TIIF-, TRANSACTION

A. The Xspedius Operating Entities

The Xspedius Operating Entities are subsidiaries of Xspedius Management LLC (“Xspedius”). Xspedius Management Co. Switched Services, LLC, Xspedius Management Co. of Lexington, LLC, and Xspedius Management Co. of Louisville are limited liability companies formed under the laws of the State of Delaware. The principal business address the Xspedius Operating Entities is P.O. Box 11 16, O’Fallon, MO 63366-1 116. At the present time, the Xspedius Operating Entities are not authorized to provide telecommunications in the State of Kentucky, although their affiliate, Xspedius provide telecommunications services in Alabama, Louisiana, Mississippi, North Carolina, Tennessee.

currently is authorized to

B. The e.spire Operating Entities

The e.spire Operating Entities are subsidiaries of espire Communications, (“espire”). ACSI Local Switched Services, Inc., d/b/a espire, American Communication Services of Lexington, Inc., d/b/a e.spire, and American Communication Services of Louisville, Inc., d/b/a e.spire, are Delaware corporations headquartered at Monument One, 12975 Worl Drive, Hemdon, VA 201 70. e.spire is an integrated telecommunications provider that, its operating subsidiaries, offers traditional local and long distance service, dedicated Intern

Co.,

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services

a id

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Tampa, Inc.; American Communication Services of Tulsa, Inc.; Am rican Communication Services of Virginia, Inc.; American Communication Se ices Xnternational, Inc.; ACSI Local Switched Services of Virginia, Inc., Cybergate, Inc , and

Xspedius Corp. is an integrated communications provider authorized to provide ocal, long distance, and integrated services in five states. Xspedius Corp., for the time- eing, wiIl continue as a separate entity, wholly owned by Xspedius Management Co., LL .

FloridaNet, Inc. i 4

DCOI/FREEB/157129 1

. Mr. Thomas M. Dorman, Executive Director Kentucky Public Service Commission Page Four

access, and advanced data solutions, including ATkl a d frame relay. espire’s operating subsidiaries currently are authorized to provide facilities-based and resold competitive loca exchange, competitive access, and intrastate interexchange telecommunications services throughout the United States. In Kentucky, the e.spire Operating Entities are authorized to provide intrastate special access and private line, as well as facilities-based local and interexchange telecommunications services. 5

11. BACKGROUND TO THE TIWIUSACTION

After their inception in 1994, e.spire and its operating subsidiaries, includin e.spire Operating Entities (collectively, the “e.spire Companies”) grew quickly and enjoyec success. The sudden collapse of the capital markets for technology companies, however, unexpectedly denied the e.spire Companies continued access to the capital necessary forth continued operation and expansion of their business. As a result, on March 22,2001, the e Companies filed a voluntary petition for Chapter 11 bankruptcy protection with the United Bankruptcy Court for the District of Delaware. Although the bankruptcy filing temporad; relieved the e.spire Companies from their debt payment obligations, the e.spire Companies unable to raise sufficient funding while in Chapter 11 to emerge from bankruptcy status. 7 espire Companies instead chose to auction their assets. The auction took place between h and May 22, 2002. After the auction, the e.spire Companies and Xspedius agreed that XSF and its operating subsidiaries, including the Xspedius Operating Entities (collectively, the “Xspedius Companies”), would acquire substantially all of the espire Companies’ telecommunications assets and existing customer base.6

After a final hearing on May 29,2002, the Bankruptcy Court approved the Transaction, which provides for, inter alia: (i) the sale of certain assets of the e.spire Comi including those of the e.spire Operating Entities, to the Xspedius Companies, including thc Xspedius Operating Entities, as set forth in the Asset Contribution Agreement; (ii) the con provision of telecommunications services to current customers of the e.spire Companies, including the e.spire Operating Entities, pending the necessary regulatory approvals, as set in the Management Agreement; and (iii) the transfer ofthe e.spire Companies’ assets and customer base to the Xspedius Companies at such time as the necessary regulatory approv finally obtained.

To ensure the continuity of telecommunications service to the e.spire Operz Entities’ current customers, the Management Agreement requires that the Xspedius Comp

See Case Nos. 94-268, 95-361. The terms of the asset purchase agreement calls for the e.spire Companies to c o Xspedius and its operating subsidiaries substantially all of the assets and propertie e.spire Companies in all markets except New York and Philadelphia, togetht certain specified obligations and liabilities. Once the entire transaction is consun Xspedius and its operating subsidiaries will possess substantially all of e.spire’s including but not limited to, telecommunications facilities, customer contracts, a authorizations (to the extent permitted by applicable state law).

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Mr. Thomas M. Dorman, Executive Director Kentucky Public Service Commission Page Five

provide management services to the e.spire Companies, and fund the e.spire Companies’ continued operations, pending the necessary regulatory approvals. At such time as the necl federal and state regulatory approvals are obtained, the e.spire Operating Entities’ assets ar customer base will be transferred to the Xspedius Companies, including the Xspedius Ope1 Entities, except to the extent that the e.spire Operating Entities’ current customers have chc designate a different carrier.

111. TRANSEEK OF E.SPIRE’S CUSTOMERS

Following completion of the Transaction, the Xspedius Operating Entities P provide the same local, long distance, and dedicated telecommunications services to the fo customers of the e.spire Operating Entities’ in the State of Kentucky. To ensure a seamless transition and avoid customer conhsion or inconvenience, the Parties provided a written notification to the affected customers of the e.spire Operating Entities in Kentucky on June 2002, at least thirty (30) days prior to the transfer of such customers to the Xspedius Opera Entities. The notification letter provided to the affected customers of the e.spire Operating Entities described the change in service provider, in accordance with the applicable rules o Federal Communications Commission and the applicable requirements of the Commission changing a customer’s presubscribed carrier. A copy of that notification letter is attached 1 and incorporated herein by reference as Exhibit A .

The Xspedius Operating Entities will continue to provide the current custon the e.spire Operating Entities the same telecommunications services, at the same rates, and pursuant to the same terms and conditions. The current customers of the e.spire Operating not experience any change in their rates and service arrangements as a result of the Transac and therefore, the Transaction will be virtually transparent to the e.spire Operating Entities Kentucky customers with regard to the rates, terms, and conditions of telecommunications service.

IV. DlSCONTlNUANCE OF SERVICE

As noted above, upon completion of the Transaction, the e.spire Operating Entities will no longer provide telecommunications services in the State of Kentucky. Accordingly, ACSI Local, ACSI of Lexington, and ACSI Louisville respectfully notify thc Commission of their intent to discontinue service upon completing the transfer of their CUI

to Xspedius Switched, Xspedius of Lexington, and Xspedius of Louisville. The espire Operating Entities respectfully request cancellation of their current telecommunications authorizations and tariffs, effective upon the transfer of their current customers to the Xspc Operating Entities.

The Parties have complied (or are complying) with the Commission’s rules governing the discontinuance of telecommunications service and transfer of customers. Moreover, as noted above, the Parties provided a written customer notification of the discontinuance of service by the e.spire Operating Entities and the transfer of the e.spire

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Mr. Thomas M. Dorman, Executive Director Kentucky Public Service Commission Page Six

a different camer of their choice, is attached hereto and incorporated herein by reference a Exhibit A .

. As discussed above, the espire Operating Entities currently are operating

have endeavored, and will continue to endeavor, to avoid this result. As the Commissio

coupled with numerous service discontinuance notificationsiapplications by countless

in the telecommunications market. Other new entrants have reported that negative econo factors have caused them to scale back the scope of their operations or cease offering new

Xspedius Companies to expand their operations in a cost-effective manner, thereby enhan

which many new telecommunications entrants were burdened. By permitting the Xspediu

markets, the Transaction will preserve the existing customer base that has already chosen

I

Pursuant to the notice, e.spire will discontinue service on July 8, 2002, soon therea 7

the necessary governmental approvals can be obtained.

DCOIIFREEBIIS7129.1

Kentucky Public Service Commission Page Seven

competitive provider, while creating more robust competition for telecommunications custl in the United States, including customers in the State of Kentucky.

The Parties emphasize that, following completion of the Transaction, the foi customers of the espire Operating Entities will continue to receive services from expenenc and qualified carriers, which will be consistent with the quality of services currently provic the e.spire Operating Entities. Further, these customers have been, and will continue to be, sufficiently notified of the Transaction and their rights. Hence, the public interest will be s by permitting the Xspedius Operating Entities to take over the e.spire Operating Entities’ customers.

DCOl IFREEBII 57129.1

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. Mr. Thomas M. Dorman, Executive Director Kentucky Public Service Commission Page Eight

In sum, the Transaction will serve the public interest by eliminating the thre service interruption to existing customers of the e.spire Operating Entities and by hrtherin competition in the Kentucky telecommunications market as a result of the strengthened competitive position of Xspedius. The Parties desire to complete the proposed transaction quickly as possible to avoid any interniption of service or inconvenience to espire’s custor

It is the Parties’ understanding that no formal approval of the Transaction is required, and this information is therefore, being submitted solely to keep the Commission advised and its records current. Please find enclosed ten (10) copies of this letter, a duplic: a self-addressed, stamped envelope. Please date-stamp the duplicate upon receipt and retui the envelope provided. Should you have any questions regarding this filing or believe that hrther action is required, please do not hesitate to contact Brett Heather Freedson at (202) 121 1.

Respecthlly submitted,

Brad Mutschelknaus Enrico C. Soriano Brett Heather Freedson KELLEY DRYE & WARREN LLP 1200 19Ih Street, N.W., Suite 500 Washington, D.C. 20036 Tel. (202) 955-9600 Fax (202) 955-9792 (facsimile) bniustchelkt~~us~ikelle ydrye .coin esoriano~~kelleydrve.com bfreedsonr~~kelleydi?ie.coni

Counsel for: ACSI Local Switched Services, Inc. American Commzinicution Services Of Lexington, Inc. American Communication Services Of L ouisvil le, In c. Xspedius Management Co. Switched Services, LLC Xspedius Management Co. of Lexington, Xspeditrs Management Co. of Louisville, 1

Enclosures

DCOIIFREEBI187129.1

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7-

EXHIBIT A

CUSTOMER NOTIFICATION LETT: J 'R

N

AN Ib’IPORTANT NOTICE REGARDING YOUR TELECOMMUNICATIONS SERVICE FROM E.SPIRE AND XSPEDIU

June 7,2002

Dear Valued Customer:

We want to thank you for your continued support of espire. We have provided quality telecommunications service and, together, we have built an excellent business relationship.

We are very excited to inform you that espire Communications, Inc. (“espire”) including its affiliates American Communications Services International, Inc. and varic operating entities, is transferring virtually all of its local, long distance, international, dr Internet assets and services in the states of Alabama, Anzona, Arkansas, Colorado, Dis Columbia, Florida, Georgia, Kansas, Kentucky, Louisiana, Maryland, Missouri, New h Nevada, Oklahoma, South Carolina, Tennessee, Texas and Virginia to Xspedius Mana! Co., LLC and its various operating entities (“Xspedius”). The anticipated date for the t your service to Xspedius is July 8,2002, or as soon thereafter as the necessary govern approvals can be obtained. Upon completion of the transfer, Xspedius will provide yo1 telecommunications and other services and e.spire will no longer be your local, long di international, data or Internet service provider.‘ As a customer of Xspedius, you will c receive all the features, terms and conditions of service, and current rates that you enjo: through espire. Should there be any future changes in rates, terms and conditions of se notice will be provided in writing or as otherwise permitted by law.

The combination of e.spire with Xspedius is a very positive change for you, OUI

customer. Xspedius Management Company brings a seasoned management team and : fimding to the business. Xspedius has a fiilly funded business plan, with $75 million i~ capital and a virtually debt free balance sheet. The company will be led by Chairman J

1 The FCC will normally authorize espire’s proposed discontinuance of service rrnless it is show customers would be unable to receive service or that the public convenience and necessity is 01

adversely affected. v y o u wish to object, you shouldfile your comments within I S days after rc noti9cation. Address them to the Federal Communications Commission, Washington. DC 205 referencing the $63.71 Application of espire Commimications, Inc. Comments should include information about the impact of the proposed discontinuance upon you or your company, inclu inabilrt), to acquire reasonable substitute service.

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and CEO Mark Senda, founders of Brooks Fiber and industry veterans of more than 20 each. Xspedius management’s combination of experience, financing, and vision will a provide excellent service to customers and ensure financial stability.

It has been the pleasure of e.spire to provide you with quality telecommunkatio; services. Unless you choose another camer within thirty (30) days of the date of this le your right, you will automatically become an Xspedius customer upon completion of th transaction. You do not need to take any action, or pay any change charges, to be transf Xspedius. Of course, if you change providers, the terms and conditions of your e.spire will still apply, including any applicable termination liability or change charges.

If you have placed a “freeze” on espire’s long distance services to prevent their unauthorized transfer to another camer, the freeze will be lifted when your e.spire servi transferred. At your request, Xspedius would be glad to re-establish freeze protection f after the transfer of your account to Xspedius.

e.spire has been and remains committed to providing excellent service to you. e will continue to be your single point of contact to address any issues or complaints you with your service through the time of this transfer. Xspedius is committed to a smooth of your account - your current telephone number(s) and account will be migrated to Xs a seamless manner. The only change you may notice is the name of your new service I on your bill once the transition is complete.

Thank you for your cooperation and patience during this transition. We will co communicate with you as we make progress toward combining our companies into Xsl If you have any questions or concerns, please feel free to contact us at Xspedius at 1-8 XMC(962)-1900 or contact e.spire at 1-800-9-espire (937-7473). Xspedius looks fon building a long term telecommunications relationship with you.

Randall P. Muench Executive Vice President Sales & Marketing espire Communications, Inc.

Mark W. Senda Chief Executive Officer Xspedius Management Co., LLC

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